Dutch Star Companies TWO: results 1 October 2020 up to 30 June 2021
Star Companies TWO B.V. ("DSC2"), a special purpose acquisition company, intending to acquire a significant minority stake in a business with principal operations preferably in the Netherlands, listed on Euronext Amsterdam as of 19 November 2020 (symbol: DSC2) has published its results over the period of 1 October 2020 (incorporation) to 30 June 2021, today.
Highlights period 1 OCTOBER 2020 UP TO 30 JUNE 2021
- Preliminary selection of target companies for a successful Business Combination ongoing.
- DSC2 has suffered an after-tax loss of € 1,566,277 over the period of 1 October 2020 through 30 June 2021, of which €833,600 on an accrued basis. The after-tax loss consists of €488,888 operational costs, €344,712 negative interest, and €732,678 changes in warrant values due to IFRS accounting principles.
- €108,555,328 in escrow account available for investment in a Business Combination as of 30 June 2021.
- €705,777 available on DSC2’s bank account to cover costs (“Costs Cover”) as of 30 June 2021.
- Shares and warrants are listed under the respective symbols of DSC2, DSCW11, DSCW12 and DSCW13. Closing price of the Shares and Warrants end-of-business 30 June 2021 respectively were €10.30, €1.50, €0.49 and €0.82.
Developments DSC2 1 OCTOBER 2020 UP TO 30 JUNE 2021
Since the listing on 19 November 2020 the Executive Directors focus on the selection of a potential target company to bring to the DSC2 EGM as a proposed Business Combination. At the end of June 2021, no specific target company was proposed yet and DSC2 will continue its search for a proposed Business Combination with a target company to be completed within the 24 months period as announced at the IPO.
After the successful €110,000,040 IPO, 99% of the proceeds were put into an escrow account as described in the prospectus. DSC2 will hold 99% of the Proceeds on an escrow account and the Company shall reserve the other 1% of the Proceeds (the Costs Cover) to cover the costs related to the offering, the search for a Business Combination and other running costs (together the “Running Costs”). Given the current negative interest rates for large commercial deposits the escrow amount decreased by €201,080 due to negative interest and bank costs, leaving a total of €108,698,959 in escrow on 30 June 2021.
In addition to the Costs Cover, the Executive Directors -including Oaklins- have contractually committed capital in the maximum aggregate of €1,750,000 (the “Committed Capital”) to further cover costs related to the offering (for the avoidance of doubt, excluding the negative interest) and to cover the Running Costs. Any costs related to the offering and the Running Costs shall be covered by the Costs Cover and the Committed Capital on a 50/50 per cent basis, up to and including the full amount of the Costs Cover is consummated. After the Costs Cover has been fully consummated, the then remaining amount of the Committed Capital will be used to cover for any further costs related to the offering and to cover the Running Costs. DSC2 currently does not expect to exceed the €1,750,000 of the Committed Capital by the Executive Directors.
The Executive Directors -including Oaklins- are not entitled to any cash remuneration or compensation from DSC2 prior to completion of a Business Combination as the potential conversion of special shares shall be their sole reward in that respect.
Press and investor information
The full interim-report is published on the company website www.dutchstarcompanies.com
Press contacts: David Brilleslijper
+31 (0)6 10942514 or firstname.lastname@example.org
Investor contacts: Dutch Star Companies TWO, David van Ass, Derk Hoek, Felix Snoeck Henkemans
+31 (0)20 416 1303 or email@example.com
Background information Dutch Star Companies TWO
- The name Dutch Star Companies TWO refers to the objective of DSC2 to raise capital and to acquire a significant minority stake in a single Dutch high performing 'star company' with principal business operations in Europe, preferably in the Netherlands (the "Business Combination").
- DSC2 will look for a business with the following characteristics:
- An EBITDA of €10 to €75 million;
- A family business, carve-out or private equity exit;
- A strong competitive position within its industry, with an experienced management team;
- Focus on: Industrial, agriculture or maritime sector, or a business involved in wholesale, logistics or "smart" production, technology, fintech and companies involved in the energy transition;
- A company that financially performed well in recent years rather than a business in need of a "turn-around", or significant strategic change; and
- DSC2 will not pursue a Business Combination with an investment institution or business active in the fintech, financial, weapons or tobacco sector or start-up companies.
- Once a concrete target business has been identified, DSC2 will enter into negotiations with the target business' current owners for the purpose of agreeing a transaction.
- The board of DSC2 will then convene an EGM and propose the Business Combination to the ordinary shareholders. This means that shareholders participating in the offering, will have a say in respect of the Business Combination proposed by the Board, as the affirmative vote of the general meeting is subject to a required majority of at least 70% of the votes cast. In the context of the EGM, DSC2 shall prepare and publish a shareholder circular which will include the information required to facilitate a proper investment decision on the Business Combination.
- Following completion of the Business Combination, it is anticipated that the holders of Ordinary Shares in DSC2 become shareholders in the target business directly and that DSC2 and the target business will consolidate.
- The possible consolidation of the Company and its target business is one of the key features of the special acquisition company and considered an attractive element for the shareholders in the target business that may be approached to form the Business Combination.
Important legal information
This announcement may include forward-looking statements, which are based on the Company's current expectations and projections about future events and speak only as of the date hereof. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of the Company. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements. Accordingly, no undue reliance should be placed on any forward-looking statements. The Company operates in a rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor to assess the impact that these factors will have on the Company. Forward-looking statements speak only as at the date at which they are made and the Company undertakes no obligation to update these forward-looking statements.